Exhibit 10.42
FINAL FORM
FLOWERS FOODS, INC.
2014 OMNIBUS EQUITY AND INCENTIVE COMPENSATION PLAN
Performance Share Agreement
WHEREAS, [[FIRSTNAME]] [[LASTNAME]] (the “Grantee”) is a Participant in the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (amended and restated effective May 25, 2023) (the “Plan”) and is an employee of Flowers Foods, Inc. (the “Company”) or a Subsidiary; and
WHEREAS, a grant of Performance Shares to the Grantee has been duly authorized by a resolution of the Committee as effective on December 31, 2023 (the “Date of Grant”).
[[SHARESGRANTED]] Performance Shares (the “Stock Award”), which Stock Award will consist of “ROIC Shares” and “TSR Shares” as set forth in the Statement of Performance Goals.
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then (1) ROIC Shares shall become non-forfeitable at Target, and (2) TSR Shares shall become non-forfeitable as follows: (x) if at least twelve (12) months of the TSR Performance Period have been completed as of the date of the occurrence, non-forfeitability is based on TSR as of the date of occurrence without application of 4-quarter averaging, or (y) if at least twelve (12) months of the TSR Performance Period have not been completed, non-forfeitability is at Target. Such vested Stock Award shall be distributed within ten (10) business days of the applicable occurrence, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).
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Notwithstanding the foregoing, no termination of employment by the Grantee shall constitute a termination for “Good Reason” unless (A) the Grantee gives the Company notice of the existence of an event described in any of clauses (i) through (viii) above, within ninety (90) calendar days following the occurrence of such event, (B) the Company does not remedy such event within thirty (30) calendar days after receiving the notice described in the preceding clause (A), and (C) the Grantee terminates employment within one hundred eighty (180) days after the occurrence of the event that constitutes Good Reason.
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If the Grantee ceases to be continuously employed by the Company and/or Subsidiary at any time prior to the Vesting Date, any portion of the Stock Award that has not theretofore become non-forfeitable in accordance with the terms of Sections 1 and 2 shall be forfeited, except as provided in Section 3.
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(Signature follows on the next page)
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer as of the day and year first above written.
FLOWERS FOODS, INC. | ||
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Statement of Performance Goals
This Statement of Performance Goals applies to the Stock Award granted to the Grantee on the Date of Grant and applies with respect to the Performance Share Agreement between the Company and the Grantee (the “Agreement”).
Difference (or “Spread”) ROIC minus WACC | Non-Forfeitable Percentage (% of Target) |
Less than 150 basis points | 0% |
150 basis points | 50% |
300 basis points | 100% |
450 basis points or above | 150% |
Straight-line interpolation between points |
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The final four hypothetical payouts relating to Flowers TSR, based on the table below, for the TSR Measurement Periods will be averaged to determine the final percent of TSR Shares that become non-forfeitable.
Percentile Flowers TSR vs. Peer Group TSRs | Non-Forfeitable Percentage (% of Target) |
Less than 30th | 0% |
30th | 50% |
50th | 100% |
70th | 150% |
90th or above | 200% |
Straight-line interpolation between points |
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GAAP and other amounts used in the calculation of WACC shall be adjusted for items that in the Committee’s judgement, and as agreed to by the Company’s external auditors, affect comparability during the measurement period.
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